Kainos Group Regulatory News (KNOS)

10 July 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

Kainos Group plc

("Kainos" or the "Company")

Admission to the Official List and to trading on the Main Market of the London Stock Exchange

Dealings commence at 8:00a.m. on 10 July 2015

Kainos, the UK-based provider of IT services, consulting and software solutions, announces that 117,955,532 ordinary shares of 0.5 pence each ("Ordinary Shares") will today be admitted to the premium listing segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange. Dealings will commence at 8.00am under the TIDM code KNOS with the ISIN number of GB00BZ0D6727.

The Company has now completed the allotment of Ordinary Shares pursuant to (i) the Employee Offer (as defined in the Prospectus) and (ii) the Kainos Group Share Incentive Plan (as described in paragraph 9.5 of Part XIV (Additional Information) of the prospectus issued by the Company on 7th July 2015 (the "Prospectus")) in connection with Admission and therefore sets out below an update to the "Part V - Offer Statistics" section of the Prospectus reflecting these allotments:

Total voting rights

In accordance with the Disclosure and Transparency Rules (DTR 5.6), Kainos makes the following disclosure with respect to the share capital and voting rights of the Company. As at 10 July 2015, the share capital of the Company consists of 117,955,532 Ordinary Shares with voting rights. Therefore the total number of Ordinary Shares and voting rights in the Company is 117,955,532.

The above figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

Ends

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Notes to Editors

Kainos Group plc is a high-growth UK-based provider of IT services, consulting and software solutions, specialising across multiple sectors in the development of digital technology solutions. These include software design and agile software development, third-party software integration and implementation services, technology support services and related ancillary services such as project management.

Kainos operates through three divisions: Digital Services, which delivers full system developments of customised online digital solutions; Evolve, the UK market leader in the digitisation of patient notes in the Acute sector of the NHS; and Workday Implementation Services, the only boutique partner for Workday, Inc. headquartered in the UK, responsible for implementing Workday's innovative Software-as-a-Service platform for enterprise customers.

Headquartered in Belfast, Northern Ireland, Kainos employs approximately 730 staff across seven offices (Belfast, Derry, Dublin, London, Bristol, Gdansk and Boston). Kainos is listed on the Main Market of the London Stock Exchange (KNOS). For further information please visit the company website: https://www.kainos.com/ 

Important Notice

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement and copies of this announcement are not being made and may not be distributed, published, or sent, directly or indirectly, in whole or in part, in or into the United States, Canada, Australia, Japan, New Zealand or South Africa or to any persons in any of those jurisdictions or any other jurisdictions where to do so would be unlawful or would require registration or other measures. The Offer (as defined in the Prospectus) and the distribution of this announcement and other information in connection with the listing and Offer in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not and does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase or subscribe for any securities in the United States, Australia, Canada, Japan, New Zealand, South Africa or any other jurisdiction where such an offer would be unlawful.

The Ordinary Shares referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable laws of any state or other jurisdiction of the United States. The securities are being offered and sold outside the United States in offshore transactions as defined in, and in compliance with, Regulation S under the US Securities Act. Kainos does not intend to register any part of the Offer in the United States and there will be no public offering of securities in the United States.

The Offer and the sale of Ordinary Shares referred to herein have not been and will not be registered under the applicable securities laws of Canada, Australia, Japan, New Zealand or South Africa and may not be offered or sold in Canada, Australia, Japan, New Zealand or South Africa except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the applicable securities laws. There will be no public offering of securities in United States, Canada, Australia, Japan, New Zealand or South Africa.

This announcement is only addressed to, and directed at, persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC (as amended) and includes any relevant implementing measure in each member state of the European Economic Area which has implemented the Prospectus Directive. In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts or other persons to whom it may otherwise lawfully be communicated falling within Article 49(2)(a)(d) of the Order, (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to and will only be engaged in with such persons. This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons; and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority, is acting exclusively for Kainos and no one else in connection with the Offer, and will not regard any other person as a client in relation to the Offer, and will not be responsible to anyone other than Kainos for providing the protections afforded to clients of Investec or for giving advice in relation to the Offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offer, Investec or any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of Kainos or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue, or offer to, or subscription, placing or dealing by Investec or any of its affiliates acting as investors for their own accounts. Neither Investec nor any of its affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Apart from the responsibilities and liabilities, if any, which may be imposed on Investec by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, neither Investec nor any of its affiliates or any of their respective directors, officers, employees, advisers or any other person accepts any responsibility or liability whatsoever and makes no representation or warranty, express or implied, in relation to the contents of this announcement, including its truth, accuracy, completeness or fairness (or whether any information has been omitted from the announcement) or any other information relating to the Group made or purported to be made by it, or on behalf of it (or any of its operating company undertakings or affiliates or any of their respective directors, officers, employees or advisers), Kainos, the Directors or any other person, in connection with Kainos, the Ordinary Shares or the Offer, whether written, oral or in visual or electronic form and howsoever transmitted or made available, and nothing in this announcement or any such other information shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Investec accordingly disclaims to the fullest extent permitted by law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which they might otherwise have in respect of this announcement or any such other information.